PLEASE READ
THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE
INTERACTIVE DIRECTORIES LLC. SOFTWARE. BY CLICKING ON THE "SUBMIT" BUTTON,
AND/OR EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR
ACCESSING THE Interactive Directories LLC. BUSINESS EDITION OR HOURLY EXPRESS
SOFTWARE VIA THE ONLINE SERVICE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

If you are signing up
for the Service (as defined in Section 2.1 below) on behalf of a company, you
represent that you are duly authorized to represent the company and accept the
terms and conditions of the Agreement on behalf of the company. By your
acceptance, a binding contract is then formed between Interactive Directories LLC. Corporation ("Interactive Directories LLC.") and the company in accordance
with the terms and conditions of this Agreement. You personally agree not to
commit or encourage any violation of the Agreement between Interactive Directories LLC. and the company.

If you are entering
into this Agreement on behalf of your company, the terms "You" and
"Your" in this Agreement means your company and all of its employees.

If you are entering
into this Agreement on your own behalf, or if you are not authorized to
represent the company on whose behalf you purport to sign up, you agree that
you are personally bound by this Agreement. In such cases, the terms
"You" and "Your" in this Agreement mean you.

IF THE COMPANY YOU
REPRESENT OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON
THE "SUBMIT" BUTTON OR THE "I HAVE READ AND AGREE" BOX, DO NOT EXECUTE A SALES
ORDER FORM INCORPORATING THIS AGREEMENT, AND DO NOT USE THE SERVICE.

1. General

1.1. Modification.
Interactive Directories LLC. reserves the right to modify the terms and
conditions of this Agreement, effective upon posting of an updated version of
this Agreement on the Service. You are responsible for regularly reviewing this
Agreement. Continued use of the Service after any such changes shall constitute
Your consent to such changes.

2. Right to Access Proprietary Software

2.1. Right to Access.
Subject to the terms of this Agreement and any and all mutually executed
ordering documents incorporating this Agreement and executed by You and
Interactive Directories LLC. (each, an "Order Form"), Interactive Directories LLC. grants You a limited, non-transferable, non-exclusive right to
access and use Interactive Directories LLC.'s proprietary, Interactive Directories LLC.-hosted software products and certain third-party software
licensed to Interactive Directories LLC. ("Software") via a web
browser and related documentation as described in an Order Form for the term
set forth in an Order Form. The Software is made available to You as a hosted
service ("Service"). Interactive Directories LLC. will host and
retain physical control over the Software and make such computer programs and
code available only through the Internet for access, use and operation through
a Web-browser (e.g., Internet Explorer). No provision under this Agreement
shall obligate Interactive Directories LLC. to deliver or otherwise make
available any copies of computer programs or code from the Software, whether in
object code or source code form.

2.1.1. 30-Day Trial. If
You have registered for the free, 30-Day Trial, Interactive Directories LLC.
grants You the limited right to access (as described in Section 2.1) the
Service for a maximum of thirty (30) days from the date You first clicked on
the "Submit" button.

2.2. License
Restrictions. Except as may be expressly provided elsewhere in this Agreement
or except to the extent applicable law precludes such activities from being
prohibited by contract, You shall not, directly or indirectly, reverse
engineer, decompile, disassemble or otherwise attempt to discover the source
code or underlying ideas or algorithms of the Software; modify, translate, or
create derivative works based on the Software or authorize any third party to
do so; rent, lease, distribute, sell, resell, assign, or otherwise transfer
rights to the Software; use the Software for timesharing or service bureau
purposes or otherwise for the benefit of a third party; obfuscate, remove or
alter any of the logos, trademarks, internet links, patent or copyright
notices, confidentiality or proprietary legends or other notices or markings
that are on or in the Software or the related documentation; or send or store
material containing software viruses, worms, Trojan horses or other harmful
computer code, files, scripts, agents or programs. Because the Interactive Directories LLC. Software is proprietary, You agree not to publish or disclose
to third parties any evaluation of the Software without Interactive Directories LLC.'s prior written consent.

3.0 Sharing Your Content and Information

3.1 You own all of the
content and information you post on Interactive Directories LLC.'s site, and
you can control how it is shared through our privacy policy. In addition:

a) For content
that is covered by intellectual property rights, like logos, photos, text and
videos ("IP content"), you specifically give us the following
permission, subject to your privacy you grant us a non-exclusive, transferable,
sub-licensable, royalty-free, worldwide license to use any IP content that you
post on or in connection with Interactive Directories LLC. ("IP
License"). This IP License ends when you delete your IP content or your
account unless your content has been shared with others, and they have not
deleted it.

b) When you delete
IP content, it is deleted in a manner similar to emptying the recycle bin on a
computer. However, you understand that removed content may persist in backup
copies for a reasonable period of time (but will not be available to others).

c) When you publish content or information it means that everyone,
including people off of Interactive Directories LLC.'s site, will have access
to that information and we may not have control over what they do with it.

3.2 Responsibility of Subscribers/Advertisers. If you operate a profile /
account, comment on a profile / account, post material to the Profile Page(s),
post links on the Profile Page(s), or otherwise make (or allow any third party
to make) material available by means of the Profile Page(s) (any such material,
"Content"), You are entirely responsible for the content of, and any harm
resulting from, that Content. That is the case regardless of whether the
Content in question constitutes text, graphics, an audio file, or computer
software. By making Content available, you represent and warrant that:

a) the
downloading, copying and use of the Content will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark or trade
secret rights, of any third party;

b) if your
employer has rights to intellectual property you create, you have either (i)
received permission from your employer to post or make available the Content,
including but not limited to any software, or (ii) secured from your employer a
waiver as to all rights in or to the Content;

c) you
have fully complied with any third-party licenses relating to the Content, and
have done all things necessary to successfully pass through to end users any
required terms;

d) the
Content does not contain or install any viruses, worms, malware, Trojan horses
or other harmful or destructive content;

e) the
Content is not spam, is not machine- or randomly-generated, and does not
contain unethical or unwanted commercial content designed to drive traffic to
third party sites or boost the search engine rankings of third party sites, or
to further unlawful acts (such as phishing) or mislead recipients as to the
source of the material (such as spoofing);

f) the
Content is not pornographic, libelous or defamatory, does not contain threats
or incite violence towards individuals or entities, and does not violate the
privacy or publicity rights of any third party;

h) your
profile / account is not named in a manner that misleads your readers into
thinking that you are another person or company. For example, your profile /
account's URL or name is not the name of a person other than yourself or
company other than your own; and

By
submitting Content to Interactive Directories LLC. for inclusion on your
Profile Page(s), you grant Interactive Directories LLC. a world-wide,
royalty-free, and non-exclusive license to reproduce, modify, adapt and publish
the Content solely for the purpose of displaying, distributing and promoting
your profile / account. If you delete Content, Interactive Directories LLC.
will use reasonable efforts to remove it from the Profile Page(s), but you
acknowledge that caching or references to the Content may not be made
immediately unavailable.

Without
limiting any of those representations or warranties, Interactive Directories LLC. has the right (though not the obligation) to, in Interactive Directories LLC.'s sole discretion (i) refuse or remove any content that, in Interactive Directories LLC.'s reasonable opinion, violates any Interactive Directories LLC. policy or is in any way harmful or objectionable, or (ii) terminate or deny
access to and use of the Profile Page(s) to any individual or entity for any
reason, in Interactive Directories LLC.'s sole discretion. Interactive Directories LLC. will have no obligation to provide a refund of any amounts
previously paid.

4. Use Restrictions

4.1. Prohibited Uses.
You may not use the Service for spamming, chain letters, junk mail or
distribution lists to contact any person who has not given specific permission
to be included in such list. You agree not to transmit, or permit Your
employees to transmit, through the Service any unlawful, harassing, libelous,
abusive, threatening, vulgar, obscene or otherwise objectionable material of
any kind. You agree to only use the Service for lawful purposes, in compliance
with all applicable laws including, without limitations, copyright, trademark,
obscenity and defamation laws. Unlawful activities may include (without limit)
storing, distributing or transmitting any unlawful material, attempting to
compromise the security of any networked account or site, or making direct
threats of physical harm. You agree to defend, indemnify and hold Interactive Directories LLC. harmless against any claim or action that arises from Your use
of the Service in an unlawful manner or in any manner inconsistent with the
restrictions and policies stated herein.

5. Support

5.1. Interactive Directories LLC. will provide support in accordance with Interactive Directories LLC.'s then current support policy, which may be acquired from Your
Interactive Directories LLC. contact. Unless specifically agreed in writing,
Interactive Directories LLC. has no obligation to provide You with hard-copy
documentation, upgrades, enhancements, modifications, or other support.

6. Billing and Payment

6.1. Billing Information. You agree to provide Interactive Directories LLC. with accurate and complete
billing and contact information, including Your legal name, company name,
street address, e-mail address, and telephone number, and to update this information
within 30 days of any change to it. If the contact information You provide is
false or fraudulent, Interactive Directories LLC. reserves the right to
terminate Your access to the Service immediately without liability to You and
without any obligation to return Your data.

6.2. Fraudulent or
Delinquent Payment. If you pay by fraudulent means, Interactive Directories LLC. reserves the right to immediately and permanently terminate Your access to
the Service, with no liability to You and no obligation to return Your data,
and possibly seek criminal penalties. In the event that Your account is
delinquent, Interactive Directories LLC. reserves the right to suspend Your
access to the Service, with no liability to You, until such amounts are paid in
full. For credit card payments, an account will be considered delinquent if
Your credit card company refuses for any reason to pay the amount billed to it
and that amount remains unpaid thirty (30) days following the billing cycle.
You agree that Interactive Directories LLC. may impose a charge to restore
archived data from delinquent accounts. Unpaid charges (except those charges
under reasonable and good faith dispute) are subject to interest of 1.5% per
month on any outstanding balance, or the maximum permitted by law, whichever is
less, plus all expenses of collection.

6.3 Adjustments. To
dispute an invoice, You must contact Interactive Directories LLC. in writing no
later than thirty (30) days after the billing date on the first billing
statement in which the error or problem appeared, in order to receive an
adjustment or credit. You agree to retain complete, clear and accurate records
regarding Your use of the Software and agree to submit to a reasonable audit of
this information upon reasonable notice by Interactive Directories LLC. not
more than once per calendar year.

7.1. Term

7.1.1. 30-day Trial. If
You are participating in Interactive Directories LLC.'s free 30-Day Trial, this
Agreement lasts thirty (30) days from date of Service Authorization. At the conclusion
of the free 30-Day Trial, if You choose not to purchase a Interactive Directories LLC. subscription, You will immediately cease all use of the
Service, including the Interactive Directories LLC. Software and any
documentation.

7.1.2. Purchased Services.
If You are a paying subscriber to the Service, this Agreement shall last for
the term set forth in an Order Form, and will renew automatically upon the same
terms and conditions, including fees set forth in the Order Form, for one (1)
year periods unless You or Interactive Directories LLC. requests change or
termination thirty (30) days prior to the expiration of the then-current Order
Form.

7.2. Termination. You
or Interactive Directories LLC. may terminate this Agreement for cause: (i)
upon 30 days written notice of a material breach to the other party if such
breach remains uncured at the expiration of the 30-day period; or (ii) if the
other party becomes the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment for
the benefit of creditors. Additionally, any account which is suspended for more
than thirty (30) days due to delinquent payments may be terminated, without
notice to You and without any obligation on the part of Interactive Directories LLC. to maintain, store or return any Your data or data residing in
Your instance of the Interactive Directories LLC. Service. If You terminate
this Agreement for cause pursuant to this Section 7.2, Interactive Directories LLC. shall refund to You the prorated amount of the fees prepaid by You that
were to apply to the remainder of the unexpired term, as calculated from the
termination date through the remainder of the unexpired term. Upon termination
of this Agreement for any reason, (i) the license will terminate, and You, and
any user accessing the Service by means of a company account, if applicable,
will cease to use or have access to the Interactive Directories LLC. Software;
and (ii) except where such termination is due to delinquent or fraudulent
payment, or false or fraudulent submission of contact information, You may
request a copy of the most recent back-up of Your data. Fees may apply to
retrieve data from back-ups. Interactive Directories LLC. may, but is not
obligated to, delete archived data, but will not do so until thirty (30) days
after the termination of this Agreement. Delinquent accounts must be brought to
good standing in order to receive data.

7.3. Survival. Each
provision of this Agreement reasonably intended by its terms to survive
termination or expiration of this Agreement shall so survive.

8.2. Passwords. You
will choose or be given all applicable passwords to use in connection with the
Service. You are responsible for maintaining the confidentiality of Your
passwords and account (including, if applicable, the passwords and accounts of
each user accessing the Service by means of an account established by You).
Furthermore, You are responsible for any and all activities that occur under Your
account (including, if applicable, the accounts of each user accessing the
Service by means of an account established by You). Each password may be used
by one individual named person only. Passwords may not be used concurrently or
shared by more than one individual named person.

8.3. Security. You
shall notify Interactive Directories LLC. immediately of any unauthorized use
of its account (including, if applicable, the passwords and accounts of each
user accessing the Service by means of an account established by You) or any
other breach of security. Interactive Directories LLC. will not be liable for
any loss or damage arising from Your failure to comply with these requirements.

9. Disclaimer, Limitation of Liability and Additional Rights

9.1. Disclaimer. EXCEPT
AS PROVIDED IN SECTION 11,THE SERVICE IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, AND INTERACTIVE DIRECTORIES LLC. DISCLAIMS ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. INTERACTIVE DIRECTORIES LLC.
DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA
THAT RESULTS FROM YOUR USE OF THE SERVICE.

9.2. Limitation of
Liability. EACH PARTY'S TOTAL LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF
CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE
LIMITED TO THE FEES PAID BY YOU TO INTERACTIVE DIRECTORIES LLC. FOR THE SERVICE
UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE
TO THE LIABILITY. NEITHER PARTY SHALL BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY
OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY
SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR
JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL,
CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO CERTAIN EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.